If a joint stock company has more than one legal representative, what must the company charter stipulate?

The charter of a joint stock company when there is more than one legal representative is stipulated in Clause 2, Article 12 of the Law on Enterprises 2020 as follows:

legal representative of the enterprise
1. The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the enterprise’s transactions, represents the enterprise as a requester to resolve civil matters, plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.
2. Limited liability companies and joint stock companies can have one or more legal representatives. The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company charter specifically stipulates the rights and obligations of each legal representative. In case the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is a competent representative of the enterprise before a third party; All legal representatives must be jointly responsible for damages caused to the enterprise according to the provisions of civil law and other relevant laws.

Thus, according to regulations, in case a joint stock company has more than one legal representative, the company charter must specifically stipulate the rights and obligations of each legal representative.

In case the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is a competent representative of the enterprise before a third party.

All legal representatives must be jointly responsible for damages caused to the company according to the provisions of civil law and other relevant laws.

If a joint stock company has more than one legal representative, who is automatically the legal representative of the company?

The legal representative of a joint stock company is specified in Clause 2, Article 137 of the Law on Enterprises 2020 as follows:

The organizational structure of joint stock company management part
…
b) General Meeting of Shareholders, Board of Directors and Director or General Director. In this case, at least 20% of the members of the Board of Directors must be independent members and there must be an Audit Committee under the Board of Directors. The organizational structure, functions, and tasks of the Audit Committee are specified in the Company Charter or the operating regulations of the Audit Committee issued by the Board of Directors.
2. In case the company has only one legal representative, the Chairman of the Board of Directors or the Director or General Director is the legal representative of the company. In case there is no regulation in the Charter, the Chairman of the Board of Directors is the legal representative of the company. In case the company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are naturally the legal representatives of the company.
Thus, according to regulations, in case a joint stock company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are naturally the legal representatives of the company.

The legal representative What is the legal responsibility of a joint stock company?

According to the provisions of Article 13 of the Law on Enterprises 2020, the legal representative of a joint stock company has the following responsibilities:

(1) Exercise assigned rights and obligations honestly, carefully, and best to ensure the company’s legitimate interests;

(2) Loyal to the company’s interests; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

(3) Notify the company promptly, fully and accurately about the company that you, your related person owns or has shares or capital contributions according to the provisions of the Law on Enterprises 2020.

Note: The legal representative of the company must be personally responsible for damages to the company due to violation of the above responsibilities.